Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

        Registration  Rights Agreement (the  "Agreement"),  dated as of July 29,
2008, by and between Domark International , Inc., a corporation  organized under
the laws of State of Nevada,  with its principal  executive  office at 1809 East
Broadway #125 Oviedo,  FL 32765 (the  "Company"),  and Dutchess Private Equities
Fund, Ltd., a Cayman Islands exempted  company,  with its principal office at 50
Commonwealth Avenue, Suite 2, Boston, MA 02116 (the "Holder").

     WHEREAS,  in connection  with the  Investment  Agreement by and between the
Company and the Investor of this date (the "Investment Agreement"),  the Company
has agreed to issue and sell to the Investor an  indeterminate  number of shares
of the Company's  Common Stock,  $.001 par value per share (the "Common Stock"),
to be purchased pursuant to the terms and subject to the conditions set forth in
the Investment Agreement; and

     WHEREAS,  to induce the  Investor to execute  and  deliver  the  Investment
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.

     NOW THEREFORE,  IN CONSIDERATION  OF THE FOREGOING  PROMISES AND THE MUTUAL
COVENANTS CONTAINED HEREINAFTER AND OTHER GOOD AND VALUABLE  CONSIDERATION,  THE
RECEIPT AND  SUFFICIENCY OF WHICH ARE HEREBY  ACKNOWLEDGED,  THE COMPANY AND THE
INVESTOR HEREBY AGREE AS FOLLOWS:

SECTION 1.  DEFINITIONS.

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     "Execution Date" means the date of this Agreement set forth above.

     "Investor"  means Dutchess  Private  Equities Fund,  Ltd., a Cayman Islands
exempted company.

     "Person" means a corporation,  a limited liability company, an association,
a partnership,  an organization,  a business,  an individual,  a governmental or
political subdivision thereof or a governmental agency.

     "Potential  Material Event" means any of the following:  (I) the possession
by  the  Company  of  material  information  not  ripe  for  disclosure  in  the
Registration Statement, which shall be evidenced by determinations in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  Registration  Statement would be detrimental to the business and affairs of
the Company,  or (II) any material  engagement  or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be adversely affected by disclosure in the Registration  Statement at such time,
which  determination  shall be accompanied by a good faith  determination by the
Board of  Directors  of the Company  that the  Registration  Statement  would be
materially misleading absent the inclusion of such information.

     "Principal  Market"  shall  mean  The  American  Stock  Exchange,  National
Association of Securities Dealer's, Inc.,  Over-the-Counter  electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal market on which the Common Stock of the Company is listed.

     "Register,"  "Registered,"  and  "Registration"  refer to the  Registration
effected by  preparing  and filing one (1) or more  Registration  Statements  in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule providing for offering  securities on a continuous  basis ("Rule
415"),  and the declaration or ordering of  effectiveness  of such  Registration
Statement(s)  by the United  States  Securities  and  Exchange  Commission  (the
"SEC").

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     "Registrable  Securities"  means (I) the shares of Common  Stock  issued or
issuable  pursuant to the Investment  Agreement,  and (II) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a result of any stock  split,  stock  dividend,  recapitalization,  exchange  or
similar event or otherwise, which have not been (X) included in the Registration
Statement  that has  been  declared  effective  by the  SEC,  or (Y) sold  under
circumstances  meeting  all of the  applicable  conditions  of Rule  144 (or any
similar provision then in force) under the 1933 Act.

     "Registration  Statement" means the  registration  statement of the Company
filed under the 1933 Act covering the Registrable Securities.

     All  capitalized  terms used in this  Agreement and not  otherwise  defined
herein  shall  have  the  same  meaning  ascribed  to them as in the  Investment
Agreement.

SECTION 2. REGISTRATION.

     (A) The  Company  shall,  within  forty  five (45) days of the date of this
Agreement,  file  with  the  SEC  the  Registration  Statement  or  Registration
Statements  (as is necessary) on Form S-1 (or, if such form is  unavailable  for
such a registration,  on such other form as is available for such registration),
covering the resale of all of the  Registrable  Securities,  which  Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the
1933 Act, such Registration  Statement also covers such indeterminate  number of
additional  shares of Common  Stock as may become  issuable  upon stock  splits,
stock dividends or similar  transactions.  The Company shall initially  register
for resale five  million  shares of Common  Stock which would be issuable on the
date preceding the filing of the Registration Statement based on the closing bid
price of the  Company's  Common  Stock on such  date and the  amount  reasonably
calculated that  represents  Common Stock issuable to other parties as set forth
in the Investment Agreement except to the extent that the SEC requires the share
amount to be reduced as a condition of effectiveness.

     (B) The Company shall use all commercially  reasonable  efforts to have the
Registration  Statement(s)  declared effective by the SEC within one hundred and
twenty (120)) calendar days after the Execution Date.

     (C)  The  Company  agrees  not  to  include  any  other  securities  in the
Registration  Statement  covering the Registrable  Securities without Investor's
prior  written  consent  which  Investor  may  withhold in its sole  discretion.
Furthermore,  the Company  agrees  that it will not file any other  Registration
Statement  for  other   securities,   until  thirty   calendar  days  after  the
Registration  Statement for the Registrable  Securities is declared effective by
the SEC.

SECTION 3. RELATED OBLIGATIONS.

     At  such  time  as the  Company  is  obligated  to  prepare  and  file  the
Registration  Statement  with the SEC pursuant to Section 2(a), the Company will
effect the  registration  of the  Registrable  Securities in accordance with the
intended method of disposition  thereof and, with respect  thereto,  the Company
shall have the following obligations:

     (A) The Company shall use all commercially reasonable efforts to cause such
Registration   Statement  relating  to  the  Registrable  Securities  to  become
effective  within  within one hundred and twenty (120) days after the  Execution
Date and shall keep such Registration  Statement  effective until the earlier to
occur of the date on which (A) the Investor shall have sold all the  Registrable
Securities;  or (B) the Investor has no right or determines (in writing provided
to the Investor) not to acquire any additional  shares of Common Stock under the
Investment  Agreement (the "Registration  Period").  The Registration  Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein)  shall not contain any untrue  statement of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading. The Company shall use all commercially reasonable efforts to respond
to all SEC  comments  within  fifteen  (15)  business  days from receipt of such
comments by the  Company.  The  Company  shall use all  commercially  reasonable

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efforts  to  cause  the  Registration  Statement  relating  to  the  Registrable
Securities to become effective no later than five (5) business days after notice
from the SEC that the  Registration  Statement  may be declared  effective.  The
Investor  agrees to  provide  all  information  which it is  required  by law to
provide to the Company,  including  the intended  method of  disposition  of the
Registrable  Securities,  and the Company's obligations set forth above shall be
conditioned on the receipt of such information.

     (B) The  Company  shall  prepare  and file  with  the SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities of the Company  covered by such  Registration  Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the  Investor
thereof as set forth in such Registration  Statement. In the event the number of
shares of Common Stock covered by the  Registration  Statement filed pursuant to
this  Agreement  is at any time  insufficient  to cover  all of the  Registrable
Securities,  the Company shall amend such Registration  Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but in any  event  within  thirty  (30)  calendar  days  after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and other  relevant  factors on which the  Company  reasonably  elects to rely),
assuming the Company has  sufficient  authorized  shares at that time, and if it
does not, within thirty (30) calendar days after such shares are authorized. The
Company shall use commercially reasonable efforts to cause such amendment and/or
new Registration  Statement to become effective as soon as practicable following
the filing thereof.

     (C) The Company  shall make  available  to the Investor  whose  Registrable
Securities  are included in any  Registration  Statement  and its legal  counsel
without charge (I) promptly after the same is prepared and filed with the SEC at
least one (1) copy of such Registration  Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference  and all exhibits,  the  prospectus  included in such  Registration
Statement  (including  each  preliminary  prospectus)  and, with regards to such
Registration Statement(s),  any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives; (II) upon the effectiveness of
any  Registration  Statement,  the Company  shall make  available  copies of the
prospectus,   via  EDGAR,  included  in  such  Registration  Statement  and  all
amendments and supplements  thereto;  and (III) such other documents,  including
copies of any  preliminary or final  prospectus,  as the Investor may reasonably
request  from  time  to time in  order  to  facilitate  the  disposition  of the
Registrable Securities.

     (D) The Company shall use commercially  reasonable  efforts to (I) register
and qualify the Registrable  Securities  covered by the  Registration  Statement
under such  other  securities  or "blue  sky" laws of such  states in the United
States as the  Investor  reasonably  requests;  (II)  prepare  and file in those
jurisdictions,   such  amendments  (including  post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period;  (III) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (IV)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  PROVIDED,  HOWEVER, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (X)  qualify to do business  in any  jurisdiction  where it would not
otherwise  be  required  to qualify but for this  Section  3(d),  or (Y) subject
itself to general taxation in any such jurisdiction.  The Company shall promptly
notify the  Investor  who holds  Registrable  Securities  of the  receipt by the
Company of any  notification  with respect to the suspension of the registration
or  qualification  of any of the  Registrable  Securities  for  sale  under  the
securities  or "blue sky" laws of any  jurisdiction  in the United States or its
receipt of actual notice of the  initiation or threatening of any proceeding for
such purpose.

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     (E) As promptly as  practicable  after  becoming  aware of such event,  the
Company  shall  notify  Investor in writing of the  happening  of any event as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue statement of a material fact or omission to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading ("Registration Default") and use all diligent efforts to promptly
prepare a supplement  or amendment to such  Registration  Statement and take any
other  necessary  steps  to  cure  the  Registration  Default  (which,  if  such
Registration  Statement is on Form S-3, may consist of a document to be filed by
the Company with the SEC pursuant to Section  13(a),  13(c),  14 or 15(d) of the
1934  Act  (as  defined  below)  and  to be  incorporated  by  reference  in the
prospectus)  to correct such untrue  statement or omission,  and make  available
copies of such  supplement or amendment to the Investor.  The Company shall also
promptly notify the Investor (I) when a prospectus or any prospectus  supplement
or post-effective  amendment has been filed, and when the Registration Statement
or any  post-effective  amendment has become effective (the Company will prepare
notification of such  effectiveness  which shall be delivered to the Investor on
the same day of such  effectiveness  and by overnight mail),  additionally,  the
Company will promptly provide to the Investor, a copy of the effectiveness order
prepared by the SEC once it is received by the  Company;  (II) of any request by
the SEC for amendments or supplements to the  Registration  Statement or related
prospectus  or  related   information,   (III)  of  the   Company's   reasonable
determination  that a  post-effective  amendment to the  Registration  Statement
would be appropriate,  (IV) in the event the Registration Statement is no longer
effective,  or (V) if the  Registration  Statement  is stale as a result  of the
Company's  failure to timely  file its  financials  or  otherwise.  The  Company
acknowledges  that its failure to cure the Registration  Default within ten (10)
business  days will cause the Investor to suffer  damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include a provision for liquidated damages. The parties acknowledge and agree
that the liquidated  damages provision set forth in this section  represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of such  liquidated  damages  are  reasonable  and  will  not
constitute a penalty.  It is the intention of the parties that interest  payable
under any of the terms of this  Agreement  shall not exceed the  maximum  amount
permitted  under any applicable  law. If a law, which applies to this Agreement,
which sets the  maximum  interest  amount,  is finally  interpreted  so that the
interest in connection with this Agreement exceeds the permitted  limits,  then:
(1) any such  interest  shall be reduced by the amount  necessary  to reduce the
interest to the  permitted  limit;  and (2) any sums already  collected (if any)
from the  Company  which  exceed the  permitted  limits  will be refunded to the
Company. The Investor may choose to make this refund by reducing the amount that
the  Company  owes under  this  Agreement  or by making a direct  payment to the
Company. If a refund reduces the amount that the Company owes the Investor,  the
reduction will be treated as a partial payment.

     (F) The Company shall use all  commercially  reasonable  efforts to prevent
the  issuance  of any stop order or other  suspension  of  effectiveness  of the
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities  for sale in any  jurisdiction  and, if such an order or
suspension  is issued,  to obtain the  withdrawal of such order or suspension at
the  earliest  possible  moment and to notify the Investor  holding  Registrable
Securities  being sold of the issuance of such order and the resolution  thereof
or its receipt of actual notice of the  initiation  or threat of any  proceeding
concerning the effectiveness of the registration statement.

     (G) The  Company  shall  permit  the  Investor  and one (1) legal  counsel,
designated  by the  Investor,  to  review  and  comment  upon  the  Registration
Statement and all amendments and  supplements  thereto at least one (1) calendar
day prior to their  filing with the SEC,  provided  the  Investror  provides the
contact  information  (including  email address) of the recipient legal counsel.
However,  any  postponement  of a  filing  of a  Registration  Statement  or any
postponement of a request for  acceleration or any postponement of the effective
date or  effectiveness  of a  Registration  Statement by written  request of the
Investor  (collectively,  the  "Investor's  Delay") shall not act to trigger any
penalty  of any kind,  or any cash  amount  due or any  in-kind  amount  due the
Investor  from the Company  under any and all  agreements  of any nature or kind
between the Company and the Investor.  The event(s) of an Investor's Delay shall
act to suspend all  obligations  of any kind or nature of the Company  under any
and all agreements of any nature or kind between the Company and the Investor.

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     (H) At the request of the Investor,  the Company's counsel shall furnish to
the Investor an opinion letter  confirming the effectiveness of the registration
statement.  Such  opinion  letter  shall  be  issued  as  of  the  date  of  the
effectiveness  of the  registration  statement  and be in a form suitable to the
Investor.

     (I) The Company  shall hold in  confidence  and not make any  disclosure of
information concerning the Investor unless (I) disclosure of such information is
necessary to comply with federal or state  securities  laws, (II) the disclosure
of such  information is necessary to avoid or correct a misstatement or omission
in any Registration Statement,  (III) the release of such information is ordered
pursuant  to a subpoena  or other  final,  non-appealable  order from a court or
governmental body of competent  jurisdiction,  or (IV) such information has been
made generally  available to the public other than by disclosure in violation of
this Agreement or any other  agreement.  The Company agrees that it shall,  upon
learning that disclosure of such  information  concerning the Investor is sought
in or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to the Investor and allow the Investor, at the
Investor's expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order covering such information.

     (J) The Company shall use all commercially  reasonable  efforts to maintain
designation  and  quotation  of all the  Registrable  Securities  covered by any
Registration  Statement  on the  Principal  Market.  If,  despite the  Company's
commercially  reasonable efforts,  the Company is unsuccessful in satisfying the
preceding  sentence,  it shall use commercially  reasonable efforts to cause all
the Registrable Securities covered by any Registration Statement to be listed on
each other national  securities exchange and automated quotation system, if any,
on which  securities  of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such  exchange or system.  The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(j).

     (K) The Company shall  cooperate with the Investor to facilitate the prompt
preparation and delivery of certificates representing the Registrable Securities
to  be  offered  pursuant  to  the   Registration   Statement  and  enable  such
certificates to be in such denominations or amounts,  as the case may be, as the
Investor  may  reasonably  request  (and  after  any  sales of such  Registrable
Securities  by the  Investor,  such  certificates  not bearing  any  restrictive
legend).

     (L) The  Company  shall  provide a transfer  agent for all the  Registrable
Securities not later than the effective date of the first Registration Statement
filed pursuant hereto.

     (M) If  requested  by the  Investor,  the  Company  shall  (I) as  soon  as
reasonably  practical  incorporate in a prospectus  supplement or post-effective
amendment  such  information  as the Investor  reasonably  determines  should be
included   therein   relating  to  the  sale  and  distribution  of  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
offering of the  Registrable  Securities to be sold in such offering;  (II) make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  reasonably  possible  after  being  notified  of the  matters  to be
incorporated  in such prospectus  supplement or  post-effective  amendment;  and
(III) supplement or make amendments to any Registration  Statement if reasonably
requested by the Investor.

     (N) The Company shall use all commercially  reasonable efforts to cause the
Registrable  Securities covered by the applicable  Registration  Statement to be
registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  facilitate  the  disposition  of  such   Registrable
Securities.

     (O) The Company shall otherwise use all commercially  reasonable efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

     (P) Within three (3) business days after the  Registration  Statement which
includes  Registrable  Securities is declared  effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared
effective by the SEC.

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     (Q) The  Company  shall  take all other  reasonable  actions  necessary  to
expedite and facilitate  disposition  by the Investor of Registrable  Securities
pursuant to the Registration Statement.

SECTION 4. OBLIGATIONS OF THE INVESTOR.

     (A) At least five (5) calendar days prior to the first  anticipated  filing
date of the  Registration  Statement  the Company  shall  notify the Investor in
writing of the  information  the  Company  requires  from the  Investor  for the
Registration  Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities and the Investor agrees to furnish to the Company
that information  regarding itself, the Registrable  Securities and the intended
method of  disposition  of the  Registrable  Securities  as shall  reasonably be
required  to effect the  registration  of such  Registrable  Securities  and the
Investor shall execute such documents in connection  with such  registration  as
the Company may reasonably  request.  The Investor covenants and agrees that, in
connection  with  any  sale of  Registrable  Securities  by it  pursuant  to the
Registration  Statement, it shall comply with the "Plan of Distribution" section
of the then current prospectus relating to such Registration Statement.

     (B) The Investor, by its acceptance of the Registrable  Securities,  agrees
to  cooperate  with the  Company  as  reasonably  requested  by the  Company  in
connection  with  the  preparation  and  filing  of any  Registration  Statement
hereunder,  unless  the  Investor  has  notified  the  Company  in writing of an
election  to exclude  all of the  Investor's  Registrable  Securities  from such
Registration Statement.

     (C) The  Investor  agrees  that,  upon  receipt of written  notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
the  first  sentence  of  3(e),  the  Investor  will   immediately   discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
covering such Registrable  Securities until the Investor's receipt of the copies
of the  supplemented or amended  prospectus  contemplated by Section 3(f) or the
first sentence of 3(e).

SECTION 5. EXPENSES OF REGISTRATION.

     All expenses,  other than underwriting  discounts and commissions and other
than as set forth in the  Investment  Agreement,  incurred  in  connection  with
registrations including comments, filings or qualifications pursuant to Sections
2  and  3,  including,   without  limitation,  all  registration,   listing  and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel for the Company or for the Investor shall be paid by the Company.

SECTION 6. INDEMNIFICATION.

     In the event any  Registrable  Securities are included in the  Registration
Statement under this Agreement:

     (A) To the  fullest  extent  permitted  by law,  the  Company,  under  this
Agreement,  will,  and hereby  does,  indemnify,  hold  harmless  and defend the
Investor who holds Registrable Securities,  the directors,  officers,  partners,
employees,  counsel,  agents,  representatives  of, and each Person, if any, who
controls,  any  Investor  within the  meaning of the 1933 Act or the  Securities
Exchange  Act of 1934,  as  amended  (the "1934  Act")  (each,  an  "Indemnified
Person"), against any losses, claims, damages,  liabilities,  judgments,  fines,
penalties,  charges,  costs,  attorneys'  fees,  amounts paid in  settlement  or
expenses, joint or several (collectively,  "Claims"), incurred in investigating,
preparing  or  defending  any  action,   claim,   suit,   inquiry,   proceeding,
investigation  or appeal  taken  from the  foregoing  by or before  any court or
governmental,  administrative  or  other  regulatory  agency,  body or the  SEC,
whether pending or threatened,  whether or not an indemnified party is or may be
a party thereto ("Indemnified Damages"), to which any of them may become subject
insofar  as such  Claims  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in respect  thereof) arise out of or are based upon: (I) any untrue
statement or alleged  untrue  statement of a material  fact in the  Registration

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Statement  or any  post-effective  amendment  thereto or in any  filing  made in
connection with the  qualification of the offering under the securities or other
"blue sky" laws of any  jurisdiction  in which the  Investor  has  requested  in
writing that the Company register or qualify the Shares ("Blue Sky Filing"),  or
the omission or alleged  omission to state a material fact required to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances under which the statements therein were made, not misleading, (II)
any untrue statement or alleged untrue statement of a material fact contained in
the final  prospectus  (as amended or  supplemented,  if the  Company  files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state  therein any material  fact  necessary to make the  statements
made therein,  in light of the circumstances  under which the statements therein
were made, not  misleading,  or (III) any violation or alleged  violation by the
Company  of the 1933  Act,  the 1934  Act,  any other  law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating  to the offer or sale of the  Registrable  Securities  pursuant  to the
Registration  Statement (the matters in the foregoing  clauses (i) through (iii)
being,  collectively,  "Violations").  Subject to the  restrictions set forth in
Section 6(c) the Company shall reimburse the Investor and each such  controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (I) shall not apply to a Claim arising out of or
based  upon a  Violation  which  is due to  the  inclusion  in the  Registration
Statement of the information  furnished to the Company by any Indemnified Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement or any such amendment thereof or supplement thereto; (II) shall not be
available  to the extent such Claim is based on (A) a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company
or (B) the  Indemnified  Person's use of an incorrect  prospectus  despite being
promptly  advised in advance by the Company in writing not to use such incorrect
prospectus;  (III) any  claims  based on the  manner of sale of the  Registrable
Securities by the Investor or of the Investor's  failure to register as a dealer
under  applicable  securities  laws; (IV) any omission of the Investor to notify
the  Company  of any  material  fact that  should be stated in the  Registration
Statement or prospectus  relating to the Investor or the manner of sale; and (V)
any  amounts  paid in  settlement  of any Claim if such  settlement  is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall  survive  the resale of the  Registrable  Securities  by the  Investor
pursuant to the Registration Statement.

     (B) In  connection  with any  Registration  Statement in which  Investor is
participating,  the Investor  agrees to severally  and jointly  indemnify,  hold
harmless  and defend,  to the same extent and in the same manner as is set forth
in Section 6(a), the Company,  each of its  directors,  each of its officers who
signs the Registration Statement,  each Person, if any, who controls the Company
within  the  meaning  of the 1933 Act or the 1934 Act and the  Company's  agents
(collectively and together with an Indemnified Person, an "Indemnified  Party"),
against  any  Claim  or  Indemnified  Damages  to which  any of them may  become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or
Indemnified  Damages arise out of or are based upon any Violation,  in each case
to the  extent,  and  only to the  extent,  that  such  Violation  is due to the
inclusion in the Registration  Statement of the written information furnished to
the  Company  by  the  Investor  expressly  for  use  in  connection  with  such
Registration  Statement;  and,  subject  to  Section  6(c),  the  Investor  will
reimburse any legal or other expenses  reasonably incurred by them in connection
with  investigating  or defending any such Claim;  PROVIDED,  HOWEVER,  that the
indemnity  agreement  contained  in this  Section  6(b) and the  agreement  with
respect to  contribution  contained in Section 7 shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of the  Investor,  which  consent  shall  not be  unreasonably
withheld;  provided,  further,  however,  that the Investor shall only be liable
under this  Section  6(b) for that amount of a Claim or  Indemnified  Damages as
does not exceed the net  proceeds  to such  Investor  as a result of the sale of
Registrable Securities pursuant to such Registration  Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of such  Indemnified  Party  and  shall  survive  the  resale of the
Registrable  Securities by the Investor pursuant to the Registration  Statement.
Notwithstanding  anything to the contrary contained herein, the  indemnification

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<PAGE>
agreement  contained  in this  Section  6(b)  with  respect  to any  preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the  preliminary  prospectus
were  corrected  on a  timely  basis  in the  prospectus,  as  then  amended  or
supplemented.  This  indemnification  provision  shall apply  separately to each
Investor and liability hereunder shall not be joint and several.

     (C) Promptly  after receipt by an Indemnified  Person or Indemnified  Party
under this Section 6 of notice of the  commencement  of any action or proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion  of  counsel  retained  by the  Indemnified  Person  or
Indemnified  Party, the  representation by counsel of the Indemnified  Person or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  The  indemnifying  party shall pay for only one (1) separate  legal
counsel for the Indemnified  Persons or the Indemnified  Parties, as applicable,
and such counsel shall be selected by the Investor,  if the Investor is entitled
to  indemnification  hereunder,  or the  Company,  if the Company is entitled to
indemnification  hereunder, as applicable.  The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying  party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the  Indemnified  Party or  Indemnified  Person which  relates to such action or
Claim.  The indemnifying  party shall keep the Indemnified  Party or Indemnified
Person  fully  apprised  at all  times as to the  status of the  defense  or any
settlement  negotiations  with respect thereto.  No indemnifying  party shall be
liable for any settlement of any action,  claim or proceeding  affected  without
its written consent,  provided,  however,  that the indemnifying party shall not
unreasonably  withhold,  delay or condition its consent.  No indemnifying  party
shall,  without  the consent of the  Indemnified  Party or  Indemnified  Person,
consent  to  entry  of any  judgment  or  enter  into  any  settlement  or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified  Party or Indemnified  Person of a
release from all liability in respect to such Claim.  Following  indemnification
as provided for  hereunder,  the  indemnifying  party shall be subrogated to all
rights of the Indemnified Party or Indemnified  Person with respect to all third
parties,  firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the  indemnifying  party
within a  reasonable  time of the  commencement  of any such  action  shall  not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying party is prejudiced in its ability to defend such action.

     (D) The indemnity  agreements  contained herein shall be in addition to (I)
any cause of action or similar  right of the  Indemnified  Party or  Indemnified
Person against the  indemnifying  party or others,  and (II) any liabilities the
indemnifying party may be subject to pursuant to the law.

SECTION 7. CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying  party agrees to make the maximum  contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest  extent  permitted  by law;  PROVIDED,  HOWEVER,  that:  (I) no
contribution  shall be made under  circumstances  where the maker would not have
been liable for  indemnification  under the fault standards set forth in Section
6;  (II)  no   seller   of   Registrable   Securities   guilty   of   fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of fraudulent misrepresentation;  and (III) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

                                       8
<PAGE>
SECTION 8. REPORTS UNDER THE 1934 ACT.

     With a view to making  available  to the  Investor the benefits of Rule 144
promulgated  under the 1933 Act or any other  similar rule or  regulation of the
SEC that may at any time permit the Investor to sell  securities  of the Company
to the public  without  registration  ("Rule  144"),  provided that the Investor
holds any Registrable Securities are eligible for resale under Rule 144 (k), the
Company agrees to:

     (A)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

     (B) file with the SEC in a timely  manner all reports  and other  documents
required  of the  Company  under  the  1933  Act and the 1934 Act so long as the
Company remains subject to such  requirements  (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  5(c)  of  the
Investment  Agreement)  and the filing of such  reports and other  documents  is
required for the applicable provisions of Rule 144; and

     (C) furnish to the Investor, promptly upon request, (I) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the  1933  Act and the  1934  Act,  (II) a copy of the  most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (III) such other information as may be reasonably requested to
permit  the  Investor  to sell  such  securities  pursuant  to Rule 144  without
registration.

SECTION 9. NO ASSIGNMENT OF REGISTRATION RIGHTS.

     The rights and obligations under this Agreement shall not be assignable.

SECTION 10. AMENDMENT OF REGISTRATION RIGHTS.

     The  provisions  of this  Agreement  may be amended  only with the  written
consent of the Company and Investor.

SECTION 11. MISCELLANEOUS.

     (A) Any notices or other  communications  required or permitted to be given
under the terms of this Agreement that must be in writing will be deemed to have
been delivered (I) upon receipt, when delivered  personally;  (II) upon receipt,
when sent by facsimile  (provided a confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (III) one
(1) day after deposit with a nationally  recognized  overnight delivery service,
in each case properly  addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:

          If to the Company:

               DOMARK INTERNATIONAL, INC.
                1809 East Broadway #125
               Oviedo, FL 32765
               Telephone: (747)-572-9241
               Facsimile:  407-349-1511

          If to the Investor:

               Dutchess Private Equities Fund, Ltd.
               50 Commonwealth Ave, Suite 2
               Boston, MA 02116
               Telephone: (617) 301-4700
               Facsimile:  (617) 249-0947

                                       9
<PAGE>
     Each party shall  provide five (5) business  days prior notice to the other
party of any change in address, phone number or facsimile number.

     (B)  Failure  of any  party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (C) This  Agreement and the  Transaction  Documents  constitute  the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions,  promises, warranties or undertakings, other
than those set forth or referred to herein and therein.

     (D) This  Agreement  and the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

     (E) The headings in this  Agreement are for  convenience  of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the  context  of this  Agreement,  the  singular  shall  include  the plural and
masculine  shall include the feminine.  This Agreement shall not be construed as
if it had been prepared by one of the parties,  but rather as if all the parties
had prepared the same.

     (F) This Agreement may be executed in two or more  identical  counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

     (G) Each party shall do and perform, or cause to be done and performed, all
such  further  acts and  things,  and shall  execute  and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

     (H) In case any provision of this Agreement is held by a court of competent
jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
such provision shall be adjusted rather than voided, if possible,  so that it is
enforceable to the maximum extent possible,  and the validity and enforceability
of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby.

SECTION 12. DISPUTES SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted in accordance with the laws of the  Commonwealth  of  Massachusetts,
without  regard to principles of conflict of laws. The parties to this agreement
will submit all disputes  arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall be selected by  application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an attorney  admitted to practice law in the Commonwealth of  Massachusetts.  No
party to this agreement will challenge the  jurisdiction or venue  provisions as
provided in this section.  Nothing contained herein shall prevent the party from
obtaining an injunction.

                               *.*.*


                                       10
<PAGE>
                                 SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT

Your  signature on this  Signature  Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement as of the date first written above.

The undersigned  signatory hereby certifies that he has read and understands the
Registration Rights Agreement,  and the representations  made by the undersigned
in this  Registration  Rights Agreement are true and accurate,  and agrees to be
bound by its terms.

                                 DUTCHESS PRIVATE EQUITIES FUND, LTD.,


                                 By: /s/ Douglas H. Leighton
                                    --------------------------------
                                    Douglas H. Leighton, Director


                                 DOMARK INTERNATIONAL, INC.


                                 By: /s/ R. Thomas Kidd
                                    --------------------------------
                                    R. Thomas Kidd, CEO


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